Edgar Filing: Springleaf Holdings, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AMERICAN INTERNATIONAL GROUP INC

2. Issuer Name and Ticker or Trading Symbol
Springleaf Holdings, Inc. [LEAF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

175 WATER STREET,

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2014

(Street)

NEW YORK, NY 10038

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/30/2014		J		0 ⁽¹⁾	D ⁽¹⁾	⁽¹⁾	12,626,727	I	By Springleaf Financial Holdings, LLC ⁽¹⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AMERICAN INTERNATIONAL GROUP INC 175 WATER STREET NEW YORK, NY 10038		X
AIG Capital CORP C/O AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK, NY 10038		X

Signatures

American International Group, Inc., By: /s/ Monika M. Machon, Senior Vice President and Treasurer		07/01/2014
^**Signature of Reporting Person		Date
AIG Capital Corporation, By: /s/ Ed Holmes, General Counsel and Secretary		07/01/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 30, 2014, new Series A common members were admitted to Springleaf Financial Holdings, LLC ("Holdings"), an entity whose assets consist primarily of shares of Springleaf Holdings, Inc. common stock. AIG Capital Corporation was previously the sole Series A common member of Holdings. No shares of Springleaf Holdings, Inc. common stock were sold in connection with the admission of the new Series A common members. AIG Capital Corporation is wholly owned by American International Group, Inc. Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the share in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks: Exhibit 99.1 Joint Filer Information incorporated herein by reference

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